8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


                                 Date of Report

                                  April 6, 2005

                              COMPUDYNE CORPORATION
                              ---------------------
             (Exact name of registrant as specified in its charter)



                                     NEVADA
                                     ------
         (State or other jurisdiction of incorporation or organization)


        0-29798                             23-1408659
        -------                             ----------
 (Commission File Number)       (I.R.S. employer identification number)




    2530 Riva Road, Suite 201
    Annapolis, Maryland                                   21401
    -------------------------                             -----
(Address of principal executive office)                (Zip code)


               Registrant's telephone number, including area code

                                 (410) 224-4415

                                       N/A
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))


|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))



ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.


(d) On April 6, 2005, the Board of Directors appointed Albert R. Dowden to serve
as a member of the Board of Directors, effective immediately. Mr. Dowden will
serve until the 2005 annual meeting of shareholders at which time he will be up
for reelection. Mr. Dowden will also serve on the Audit Committee.


ITEM 9.01 Financial Statements and Exhibits.

(c) Exhibits.

       99.1    Press release dated April 7, 2005.





                                   SIGNATURE


     Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.




Date: April 7, 2005



                               COMPUDYNE CORPORATION


                               By: /s/ Geoffrey F. Feidelberg
                                   --------------------------
                                    Geoffrey F. Feidelberg
                               Its: Chief Financial Officer

EX-99.1

                  CompuDyne Announces Appointment of Albert R.
            Dowden to Board; Former CEO of Volvo Group North America


    ANNAPOLIS, Md.--(BUSINESS WIRE)--April 7, 2005--CompuDyne
Corporation (NASDAQ:CDCY), an industry leader in sophisticated
security products, integration and technology for the public security
markets, announced that its Board of Directors had appointed Albert R.
Dowden to the CompuDyne Board to replace the late Millard Pryor, Jr.
Mr. Dowden was recommended to the company's Governance and Nominating
Committee by a CompuDyne stockholder who is unaffiliated with Mr.
Dowden and the Committee determined that he was an attractive
candidate to present to the CompuDyne Board. Mr. Dowden will also be
proposed for election to a full term as Director at the company's next
annual meeting. Mr. Dowden will also be joining the company's Audit
Committee.
    Mr. Dowden is a director of AIM/Invesco Funds, Annuity & Life Re
(Holdings) Ltd, Cortland Trust, Magellan Insurance Company, and The
Boss Group. Mr. Dowden was with Volvo North America from 1974 to 1998,
retiring as President, Chief Executive Officer; Director of Volvo
Group North America, Inc.; and Senior Vice President of AB Volvo.
Prior to that Mr. Dowden was an attorney with Rogers & Wells (now
Clifford, Chance) in New York City. Mr. Dowden has also served on the
Boards of The Hertz Corporation, Genmar Corporation, and National
Media Corporation.
    "We are very pleased to be able to add a Director with Rick
Dowden's vast experience in corporate management, corporate
governance, and law," said Martin Roenigk, Chairman and CEO of
CompuDyne. "Rick also brings a commercial perspective that will serve
us well as we work to expand our security solutions into the
commercial marketplace."

    Certain statements made in this press release constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, including those statements
concerning the Company's expectations with respect to future operating
results and other events. Although the Company believes it has a
reasonable basis for these forward-looking statements, these
statements involve risks and uncertainties that cannot be predicted or
quantified and consequently, actual results may differ materially from
those expressed or implied by such forward-looking statements. Factors
which could cause actual results to differ from expectations include,
among others, capital spending patterns of the security market,
competitive factors, pricing measures, regulatory requirements, the
Company's ability to secure new contracts, risks associated with
internal control weaknesses identified in complying with Section 404
of Sarbanes-Oxley, costs related to potential acquisitions, the level
of product returns, the costs associated with work to be performed
pursuant to Section 404, and the risks inherent in CompuDyne's
business and future uncertainties which are further described in its
filings with the Securities and Exchange Commission, such as the
Company's Form 10-K, Form 10-Q, and Form 8-K reports.



    CONTACT: CompuDyne Corporation
             Investor Relations:
             Geoffrey F. Feidelberg, 410-224-4415 ext. 313
             investors.relations@compudyne.com